8-K 1 a06-16300_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 


 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report:  July 18, 2006

 

(Date of earliest event reported)

 

First Regional Bancorp

(Exact name of registrant as specified in its charter)

 

California

000-10232

95-3582843

(State of

(Commission File Number)

(IRS Employer

incorporation)

 

Identification No.)

 

1801 Century Park East, Suite 800

Los Angeles, California  90067

(Address of principal executive offices, including zip code)

 

(310) 552-1776

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 




Item 2.02  Results of Operations and Financial Condition.

(a)  First Regional Bancorp issued a press release on July 18, 2006 announcing its financial results for the quarter ended June 30, 2006.  The press release is furnished as Exhibit 99.1 and is hereby incorporated by reference in its entirety.

Item 7.01 Regulation FD Disclosure.

 

First Regional’s earnings during the second quarter of 2006 included two non-recurring gains totaling $443,000. This amount included a gain of $268,000 resulting from the redemption by MasterCard Worldwide of a portion of its Class B common stock.  First Regional had earlier acquired the stock pursuant to MasterCard Worldwide’s reorganization of its membership interests into classes of common stock.  The amount also included a $175,000 gain recognized by First Regional Bank’s Merchant Services division in connection with the sale of a small portfolio of credit card merchant accounts.

 

The following is a schedule of new loans booked (not including loan renewals) by First Regional’s subsidiary, First Regional Bank, during each month of the first half of 2006:

 

Month

 

New Loans Booked
(000’s omitted)

 

 

 

 

 

January

 

$

91,784

 

 

 

 

 

February

 

116,550

 

 

 

 

 

March

 

132,926

 

 

 

 

 

First Quarter Total

 

$

341,260

 

 

 

 

 

April

 

$

84,667

 

 

 

 

 

May

 

120,392

 

 

 

 

 

June

 

134,887

 

 

 

 

 

Second Quarter Total

 

$

339,946

 

 

The following is a schedule describing the primary components of First Regional Bank’s loan portfolio as of March 31 and June 30, 2006:

 

 

Disbursed Balance
As of March 31, 2006
(000’s omitted)

 

Percentage
of Total

 

Disbursed Balance
As of June 30, 2006
(000’s omitted)

 

Percentage
of Total

 

Commercial Real Estate Loans

 

 

 

 

 

 

 

 

 

Construction Loans

 

$

277,360

 

15.3

%

$

303,492

 

16.7

%

Mini-Perm Loans

 

308,279

 

17.0

%

266,735

 

14.7

%

Bridge Loans

 

1,040,592

 

57.3

%

1,035,804

 

57.1

%

Other

 

27,515

 

1.5

%

28,455

 

1.6

%

 

 

1,653,746

 

91.1

%

1,634,486

 

90.1

%

Commercial Non-Real Estate Secured Loans

 

$

161,228

 

8.9

%

$

178,939

 

9.9

%

 

 

 

 

 

 

 

 

 

 

Total

 

$

1,814,974

 

100

%

$

1,813,425

 

100

%

 

Item 8.01  Other Events.

On July 20, 2006, First Regional Bancorp announced that it had declared a 3-for-1 stock split.  As a result of the stock split, First Regional shareholders will receive two additional shares for every share held at the close of business on the record date of July 31, 2006.  The additional shares will be mailed or delivered on or about August 21, 2006 by First Regional’s transfer agent, Mellon Investor Services.

First Regional currently has approximately 4.1 million shares outstanding, which will increase to approximately 12.3 million after the stock split.  In connection with the stock split, the authorized number of shares will likewise be increased from 50 million to 150 million shares.  A press release announcing the stock split is included as Exhibit 99.2 hereto.

Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits.

99.1                           Press Release of First Regional Bancorp, dated July 18, 2006, announcing financial results for the quarter ended June 30, 2006

99.2                           Press Release of First Regional Bancorp, dated July 20, 2006, announcing 3-for-1 stock split


This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included herein may constitute forward-looking statements. Although First Regional believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from First Regional’s expectations include fluctuations in interest rates, inflation, government regulations, and economic conditions and competition in the geographic and business areas in which First Regional conducts its operations.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  July 20, 2006

FIRST REGIONAL BANCORP

 

 

 

 

 

 

 

By:

/s/ THOMAS E. MCCULLOUGH

 

 

Thomas E. McCullough

 

 

Corporate Secretary

 

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Exhibit Index

99.1                           Press Release of First Regional Bancorp, dated July 18, 2006, announcing financial results for the quarter ended June 30, 2006

99.2                           Press Release of First Regional Bancorp, dated July 20, 2006, announcing 3-for-1 stock split

 

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